<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GENERAL INSTRUMENT CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
Common Stock 370120 10 7
------------------------
(CUSIP Number)
Stephen M. Brett, Esq., Executive Vice President, Secretary,
and General Counsel,
Tele-Communications, Inc.
Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111 (303-267-5500)
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 15, 1998
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Exhibit Index is on Page: N/A
Page 1 of 9
<PAGE> 2
Common Stock CUSIP No. 370120 10 7
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
TELE-COMMUNICATIONS, INC.
- ----------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------
(3) SEC Use Only
- ----------------------------------------------------------------------------------------------
(4) Source of Funds
OO (See Item 3.)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
- ----------------------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- ----------------------------------------------------------------------------------------------
Number of (7) Sole Voting Power 26,284,000 Shares of Common Stock*
Shares Bene- ----------------------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by ----------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 26,284,000 Shares of Common Stock*
ing Person ----------------------------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
- ----------------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,284,000 Shares of Common Stock*
- ----------------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [X]
- ----------------------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)*
Common Stock 15.3%
- ----------------------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- -----------------
</TABLE>
* Includes 4,928,000 shares of Common Stock issuable upon exercise of warrants
beneficially owned by the Reporting Person, which warrants vested on December
31, 1998. Does not include 16,428,000 shares of Common Stock issuable upon
exercise of additional warrants beneficially owned by the Reporting Person.
Subject to certain conditions, warrants for 5,750,000 shares of Common Stock
will vest on December 31, 1999, and warrants for 10,678,000 shares of Common
Stock will vest on December 31, 2000. (See Items 4 and 6 hereof.) Does not
include 17,000 shares of Common Stock beneficially owned by a director of the
Reporting Person, which beneficial ownership could be attributable to the
Reporting Person. The Reporting Person expressly disclaims ownership of the
Common Stock held by its director.
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<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
GENERAL INSTRUMENT CORPORATION
(Commission File No. 001-12925)
ITEM 1. Security and Issuer
Tele-Communications, Inc., a Delaware corporation ("TCI"), is
filing this Amendment No. 2 to its Statement on Schedule 13D (this "Statement")
with respect to the Common Stock, par value $.01 per share (the "Common
Stock"), of General Instrument Corporation, a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are located at 101
Tournament Drive, Horsham, Pennsylvania 19044.
ITEM 2. Identity and Background
The reporting person is TCI, whose principal business address is
5619 DTC Parkway, Englewood, Colorado 80111.
TCI, through its subsidiaries and affiliates, is principally
engaged in the construction, acquisition, ownership, and operation of cable
television systems and the provision of satellite-delivered video
entertainment, information and home shopping programming services to various
video distribution media, principally cable television systems. TCI also has
investments in cable and telecommunications operations and television
programming in certain international markets as well as investments in
companies and joint ventures involved in developing and providing programming
for new television and telecommunications technologies. TCI is a Delaware
corporation and was incorporated in 1994. TCI Communications, Inc. ("TCIC"), a
majority owned subsidiary of TCI, and its predecessors have been engaged in the
cable television business since the early 1950's. Prior to August 1994, TCI was
named TCI/Liberty Holding Company and TCIC was named Tele-Communications, Inc.
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer or controlling person
of TCI: (i) name and residence or business address, (ii) principal occupation
or employment; and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
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<PAGE> 4
To the knowledge of TCI, each of the persons named on Schedule 1
(the "Schedule 1 Persons") is a United States citizen. During the last five
years, neither TCI nor any of the Schedule 1 Persons (to the knowledge of TCI)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the last five years, neither TCI nor any of the
Schedule 1 Persons (to the knowledge of TCI) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
TCI currently beneficially owns, through its subsidiary
TCIVG-GIC, Inc. ("TCIVG-GIC"), a total of 21,356,000 shares of Common Stock.
TCI also beneficially owns, through its subsidiary National Digital Television
Center, Inc. ("NDTC"), 4,928,000 shares of Common Stock underlying warrants for
the purchase of such shares (the "1998 Warrants"), the terms of which are
described in TCI's original Statement on Schedule 13D, which 1998 Warrants
vested on December 31, 1998. On November 15, 1998, NDTC placed an order with
the Issuer for the purchase of a requisite number of digital terminals, whereby
NDTC met the threshold purchase requirements established as a condition to the
vesting of the 1998 Warrants. In addition, J.C. Sparkman, a director of TCI
(the "Director"), beneficially owns 17,000 shares of Common Stock, which
beneficial ownership could be attributable to TCI. TCI expressly disclaims
beneficial ownership of the Common Stock held by the Director.
ITEM 4. Purpose of Transaction
TCI currently holds its interest in the Issuer for investment
purposes. Except as set forth in Item 6 hereof, neither TCI nor, to the best of
its knowledge, any of its executive officers, directors or controlling persons,
have any present plans or proposals which relate to or would result in: (i) any
acquisition by any person of additional securities of the Issuer, or any
disposition of securities of the Issuer; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change in the
Issuer's business or corporate structure; (vii) any changes in the Issuer's
charter, by-laws, or other instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (viii)
any delisting from a national securities exchange or any loss of authorization
for quotation in an inter-dealer quotation system of a registered national
securities association of a class of securities of the Issuer; (ix) any
termination of registration pursuant to section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, of a class of equity securities of the
Issuer; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, TCI may determine to change its
investment intent with respect to the Issuer at any time in the future. In
reaching any conclusion as to its future course of action, TCI will take into
consideration various factors, such as the Issuer's business and prospects,
other developments concerning the Issuer, other business opportunities
available to TCI,
Page 4 of 9
<PAGE> 5
developments with respect to the business of TCI, and general economic and
stock market conditions, including, but not limited to, the market price of the
Common Stock of the Issuer. TCI reserves the right, depending on other relevant
factors, to acquire additional shares of the Common Stock of the Issuer upon
exercise of warrants or in open market or in privately negotiated transactions,
to dispose of all or a portion of its holdings of shares of the Common Stock of
the Issuer, or to change its intention with respect to any or all of the
matters referred to in this Item.
ITEM 5. Interest in Securities of the Issuer
(a) TCI presently beneficially owns, through its subsidiaries
TCIVG-GIC and NDTC, 26,284,000 shares of Common Stock. The 26,284,000 shares of
Common Stock beneficially owned by TCI represent 15.3% of the shares of Common
Stock outstanding on October 31, 1998. To the knowledge of TCI, with the
exception of the Director, who beneficially owns 17,000 shares of Common Stock,
none of the Schedule 1 Persons has any interest in any securities of the Issuer.
(b) TCI, through its subsidiaries TCIVG-GIC and NDTC, has sole
power to vote or to direct the voting of the shares of Common Stock that TCI
beneficially owns and sole power to dispose of, or to direct the disposition of,
such shares of Common Stock. To the knowledge of TCI, the Director has sole
power to vote or to direct the voting of the shares of Common Stock that he
beneficially owns and sole power to dispose of, or to direct the disposition of,
such shares of Common Stock.
(c) Except for the securities of the Issuer, the beneficial
ownership of which was acquired in connection with the transaction described in
Item 3 hereof, and except as set forth below, neither TCI nor, to the knowledge
of TCI, any of the persons named on Schedule 1, have executed transactions in
the Common Stock of the Issuer during the past sixty (60) days:
Transactions in Issuer Common Stock
<TABLE>
<CAPTION>
BENEFICIAL COMMON TRANSACTIONS PURCHASE HOW TRANSACTION
OWNER STOCK IN LAST 60 PRICE EFFECTED
OWNED DAYS
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J.C. Sparkman, 17,000 Purchase of $34.00 Broker
Consultant and shares 2,000 shares
Director
- ------------------------------------------------------------------------------------------
</TABLE>
(d) There is no person that has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by TCI. To the knowledge of TCI, there is no
person that has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock beneficially
owned by the Director.
(e) Not applicable.
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<PAGE> 6
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Reporting Person is a party to an Agreement and Plan of
Restructuring and Merger with AT&T Corp. and Italy Merger Corp., dated as of
June 23, 1998. In connection with certain restructurings contemplated by such
Merger Agreement, the following transactions are expected to occur:
(1) NDTC will sell warrants for the purchase of 21,356,000
shares of Issuer Common Stock to Liberty Media Corporation,
a wholly-owned subsidiary of TCI; and
(2) Liberty Media Corporation will transfer the 21,356,000
warrants to acquire Issuer Common Stock to TCIVG-GIC, Inc.,
which will then be a wholly-owned subsidiary of Liberty
Media Corporation.
ITEM 7. Material to be Filed as Exhibits
None.
[Signature on following page]
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<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
January 11, 1999 TELE-COMMUNICATIONS, INC.
/s/ Stephen M. Brett
---------------------------------------------
Stephen M. Brett
Executive Vice President, General Counsel
and Secretary
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<PAGE> 8
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
DIRECTORS
---------
<TABLE>
<CAPTION>
Name Principal Occupation & Principal Business or Organization in Which
- ---- Business Address such Employment Is Conducted
---------------------- -------------------------------------------
<S> <C> <C>
Donne F. Fisher Consultant & Director of TCI; Business Cable television & telecommunications
Executive & programming services
5619 DTC Parkway
Englewood, CO 80111
John W. Gallivan Director of TCI; Director of Newspaper publishing
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Paul A. Gould Director of TCI; an Executive Vice President Investment banking services
& a Managing Director of
Allen & Company Incorporated
711 5th Avenue
New York, New York 10022
Leo J. Hindery, President & Director of TCI Cable television & telecommunications
Jr. 5619 DTC Parkway & programming services
Englewood, CO 80111
Jerome H. Kern Vice Chairman of the Board & a Director of TCI; Business Consulting; Law
Consultant; Special Counsel
to Baker & Botts, L.L.P.
5619 DTC Parkway
Englewood, CO 80111
Kim Magness Director of TCI; Business Executive Management of various business enterprises
4000 E. Belleview
Englewood, CO 80111
John C. Malone Chairman of the Board, Chief Executive Officer & Cable television & telecommunications
Director of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
Robert A. Naify Director of TCI; President & Chief Executive Provider of services to the motion picture
Officer of Todd-AO Corporation industry
172 Golden Gate Avenue
San Francisco, CA 94102
</TABLE>
Page 8 of 9
<PAGE> 9
<TABLE>
<CAPTION>
Name Principal Occupation & Principal Business or Organization in Which
- ---- Business Address such Employment Is Conducted
---------------------- -------------------------------------------
<S> <C> <C>
J C Sparkman Consultant & Director of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
------------------
<S> <C> <C>
Robert R. Executive Vice President of TCI Cable television & telecommunications
Bennett 5619 DTC Parkway & programming services
Englewood, CO 80111
Gary K. Bracken Executive Vice President & Controller Cable television & telecommunications
of TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Stephen M. Brett Executive Vice President, Secretary Cable television & telecommunications
& General Counsel of TCI & programming services
5619 DTC Parkway
Englewood, CO 80111
William R. Executive Vice President & Chief Operating Officer Cable television & telecommunications &
Fitzgerald of TCI Communications, Inc. programming services
5619 DTC Parkway
Englewood, CO 80111
Gary S. Howard Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Marvin L. Jones Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Ann M. Koets Executive Vice President of Cable television & telecommunications
TCI Communications, Inc. & programming services
5619 DTC Parkway
Englewood, CO 80111
Larry E. Romrell Executive Vice President of TCI Cable television & telecommunications
5619 DTC Parkway & programming services
Englewood, CO 80111
Bernard W. Senior Vice President & Treasurer of TCI Cable television & telecommunications
Schotters, II 5619 DTC Parkway & programming services
Englewood, CO 80111
</TABLE>
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